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SNC-Lavalin announces private offering of $300 million of unsecured debentures

Montreal
November 21, 2017

SNC-Lavalin Group Inc. (TSX:SNC) (“SNC-Lavalin” or the “Corporation”) announced today that it has priced an offering of $300 million aggregate principal amount of 2.689% series 1 unsecured debentures due November 24, 2020 (the “Debentures”). The Debentures are being offered through a syndicate of agents led by CIBC World Markets, BMO Capital Markets and National Bank Financial Markets, as joint bookrunners and co-lead private placement agents, and also including RBC Capital Markets, Scotiabank, TD Securities, HSBC Securities and Desjardins Securities. The Debentures will be issued at par for aggregate gross proceeds of $300 million. The offering is expected to close on or about November 24, 2017, subject to customary closing conditions. SNC-Lavalin intends to use the net proceeds of the offering to repay certain indebtedness outstanding under its existing main credit agreement and for general corporate purposes.

The Debentures will bear interest at a fixed annual rate of 2.689%, payable in equal semi-annual instalments over the 3-year term. The Debentures will be direct unsecured obligations of SNC-Lavalin, will rank pari passu with all other unsecured and unsubordinated indebtedness of SNC-Lavalin (including its existing 6.19% debentures due July 2019 and indebtedness under its existing main credit agreement) and, within 60 days of the closing of the offering, will become guaranteed by the same subsidiaries that guarantee SNC-Lavalin’s obligations under its existing main credit agreement. Concurrently with the provision of the subsidiary guarantees under these new Debentures, SNC-Lavalin will also be causing the same subsidiaries to provide guarantees under its existing 6.19% debentures due July 2019.

The Debentures have been assigned a provisional rating of BBB, with a stable trend, by DBRS Limited and BBB, with a stable outlook from Standard & Poor’s, and are being offered in Canada on a private placement basis in reliance upon exemptions from the prospectus requirements under applicable securities legislation.

The Debentures have not been and will not be qualified for sale to the public under applicable securities laws in Canada and, accordingly, any offer and sale of the Debentures in Canada will be made on a basis which is exempt from the prospectus requirements of such securities laws. The Debentures have not been and will not be registered under the United States Securities Act of 1933, as amended (the U.S. Securities Act), or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration under, or an applicable exemption from the registration requirements of, the U.S. Securities Act. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any offer to sell or a solicitation of an offer to buy the Debentures in any jurisdiction where it is unlawful to do so.

About SNC-Lavalin

Founded in 1911, SNC-Lavalin is a global fully integrated professional services and project management company and a major player in the ownership of infrastructure. From offices around the world, SNC-Lavalin's employees are proud to build what matters. Our teams provide comprehensive end-to-end project solutions – including capital investment, consulting, design, engineering, construction, sustaining capital and operations and maintenance – to clients in oil and gas, mining and metallurgy, infrastructure and power. On July 3, 2017, SNC-Lavalin acquired Atkins, one of the world’s most respected design, engineering and project management consultancies.

Forward-Looking Statements

Statements made in this news release that describe the Corporation’s or management’s budgets, estimates, expectations, forecasts, objectives, predictions, projections of the future or strategies may be “forward-looking statements”, which can be identified by the use of the conditional or forward-looking terminology such as “aims”, “anticipates”, “assumes”, “believes”, “cost savings”, “estimates”, “expects”, “goal”, “intends”, “may”, “plans”, “projects”, “should”, “synergies”, “target”, “vision”, “will”, or the negative thereof or other variations thereon. Forward-looking statements also include any other statements that do not refer to historical facts. Forward-looking statements also include statements relating to the following: i) future capital expenditures, revenues, expenses, earnings, economic performance, indebtedness, financial condition, losses and future prospects; and ii) business and management strategies and the expansion and growth of the Corporation’s operations. Specific forward-looking statements in this news release, include, but are not limited to, statements with respect to the offering of Debentures and the intended timing and use of proceeds thereof, and with respect to the credit ratings assigned to the Debentures.

All such forward-looking statements are made pursuant to the “safe-harbour” provisions of applicable Canadian Securities Laws. Forward-looking statements made in this news release are based on a number of assumptions. The Corporation cautions that, by their nature, forward-looking statements involve risks and uncertainties, and that its actual actions and/or results could differ materially from those expressed or implied in such forward-looking statements, or could affect the extent to which a particular projection materializes. Forward-looking statements are presented for the purpose of assisting investors and others in understanding certain key elements of the Corporation’s current objectives, strategic priorities, expectations and plans, and in obtaining a better understanding of the Corporation’s business and anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes.

The forward-looking statements contained in this news release are expressly qualified in their entirety by the foregoing cautionary statements. The forward-looking statements herein reflect the Corporation’s expectations as at the date of this news release and are subject to change after such date. The Corporation does not undertake to update publicly or to revise any such forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable legislation or regulation.

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About SNC

Founded in 1911, SNC-Lavalin is a global fully integrated professional services and project management company and a major player in the ownership of infrastructure. From offices around the world, SNC-Lavalin's employees are proud to build what matters. Our teams provide comprehensive end-to-end project solutions – including capital investment, consulting, design, engineering, construction, sustaining capital and operations and maintenance – to clients in oil and gas, mining and metallurgy, infrastructure and power. On July 3, 2017, SNC-Lavalin acquired Atkins, one of the world’s most respected design, engineering and project management consultancies.